Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID POLGREEN as his or her lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him/her and in his/her name,
place and stead, in any and all capacities (until revoked in writing) to:
1. Sign any and all instruments, certificates and documents appropriate or
required to be executed on behalf of the undersigned pursuant to sections
13 and 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated thereunder, and
to file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission (the
"SEC"), and with any other entity when and if such is mandated by the
Exchange Act or by the Bylaws of the Financial Industry Regulatory
Authority;
2. prepare, execute, acknowledge, deliver and file a Form ID (including any
amendments or authentications thereto) with respect to obtaining EDGAR
codes, with the SEC; and
3. perform any and all other acts which in the discretion of such
attorneys-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
The undersigned acknowledges that:
1. this Power of Attorney authorizes, but does not require, such
attorneys-in-fact to act in their discretion on information provided to
such attorneys-in-fact without independent verification of such
information;
2. any documents prepared and/or executed by such attorneys- in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be in
such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;
3. no such attorneys-in-fact assumes (a) any liability for responsibility to
comply with the requirements of the Exchange Act for any of the
undersigned, (b) any liability for any failure to comply with such
requirements for any of the undersigned, or (c) any obligation or
liability for profit disgorgement under Section 16(b) of the Exchange Act
for the undersigned; and
4. this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements
under Sections 13 and 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorneys- in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, with full power of substitution and revocation, hereby ratifying
all that such attorney-in-fact, or such attorney-in- fact's substitute or
substitutes, of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Power of Attorney. This Power of Attorney
shall remain in full force and effect until revoked by the undersigned in a
signed writing delivered to such attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this August 20, 2019.
/s/Adam J. Pliska
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Adam J. Pliska